Charlton Aria Acquisition notified Nasdaq of audit committee compliance lapse

Charlton Aria Acquisition Corporation (Nasdaq: CHAR) filed a Form 8-K on October 23, 2026, disclosing that it notified The Nasdaq Stock Market LLC of a failure to satisfy Nasdaq Listing Rule 5605(c)(2)(A) regarding audit committee independence. The company identified the issue during a review of its financial statements for the quarter ended September 30, 2026, and stated that it regained compliance on October 22, 2026. The securities registered under Section 12(b) of the Exchange Act, including units (CHARU), Class A ordinary shares (CHAR), and rights (CHARR), continue to be listed and trade on Nasdaq.

The compliance gap stemmed from the appointment of Kyoung Tak Kim as a director and audit committee member on July 22, 2026. At the time of his appointment, Kim was a partner at Leading Edge Advisory Inc. (LEA). The company had hired LEA, an accounting consulting firm, under a General Accounting Consulting Agreement. LEA billed the company $30,000 on July 6, 2026. The company paid this invoice in full on August 25, 2026. Because both the agreement and the invoice predated Kim's board appointment, the payment was deemed an indirect acceptance of a compensatory fee by Kim under Exchange Act Rule 10A-3(e)(8). This status prevented Kim from meeting the independence criteria set forth in Exchange Act Rule 10A-3(b)(1)(ii)(A), which prohibits audit committee members from accepting consulting or advisory fees from the issuer.

Consequently, the company's audit committee did not satisfy Nasdaq Listing Rule 5605(c)(2)(A) from at least August 25, 2026. To resolve the matter, the board of directors took action on October 22, 2026, with immediate effect. The board removed Kim from the audit committee and appointed Wang Jo Cha to that committee. Simultaneously, the board removed Cha from the compensation committee and appointed Kim to that role. The board determined that all current members of the audit committee are independent directors under Nasdaq Listing Rule 5605(a)(2) and meet the criteria of Exchange Act Rule 10A-3(b)(1).

The audit committee now consists of Stephen Markscheid (Chair), Umesh Patel, and Wang Jo Cha. Markscheid continues to serve as the audit committee financial expert. The compensation committee currently consists of Umesh Patel (Chair), Stephen Markscheid, and Kyoung Tak Kim. The board determined that Kim remains an independent director under Nasdaq Listing Rule 5605(a)(2). The company stated that it did not rely on any cure period or exemption from audit committee independence requirements in connection with this matter.

As of the filing date, Charlton Aria Acquisition Corporation had not received any notice from Nasdaq regarding this matter. The company indicated that if Nasdaq notifies it of any deficiency regarding Nasdaq Listing Rule 5605(c)(2)(A) or related continued listing requirements, it will make required disclosures. The company is incorporated in the Cayman Islands and has its principal executive offices in Wilmington, Delaware.